Cielo closes $1-million private placement

Executive Summary

• Cielo Waste Solutions Corp. closed a non-brokered private placement financing of $1 million, previously announced in connection with a strategic asset acquisition.
• The company issued 16,666,667 units at $0.06 per unit, with each unit including one common share and one warrant exercisable at $0.15 per share for 48 months.
• Net proceeds are designated for general corporate and working capital purposes and to advance project development activities, specifically Project Nexus; no proceeds are allocated to the acquisition purchase price.

Key Details

• Transaction Structure: Non-brokered private placement.
• Units Issued: 16,666,667 units.
• Price Per Unit: $0.06 CAD.
• Gross Proceeds: $1,000,000 CAD.
• Warrant Terms: Each unit includes one whole common share purchase warrant. Warrants are exercisable at $0.15 per common share for a period of 48 months from issuance.
• Use of Proceeds: General corporate and working capital purposes; advancing continuing project development activities including Project Nexus and the Nexus platform. Explicitly stated that no proceeds will be used to finance the purchase price or consideration for the proposed acquisition of Canadian Discovery Ltd. (CDL).
• Related Party Transactions: Certain principals of CDL and certain insiders of Cielo participated in the financing. This constitutes a related-party transaction under Multilateral Instrument 61-101. The company relied on exemptions from formal valuation and minority shareholder approval requirements because the fair market value of securities issued to related parties did not exceed 25% of the company's market capitalization.
• Regulatory Status: Financing received conditional approval but remains subject to final acceptance by the TSX Venture Exchange. Securities are subject to a statutory hold period.
• Acquisition Context: Financing closed concurrently with the execution of a binding letter of intent with CDL for the acquisition of certain proprietary project development and evaluation assets. The acquisition remains subject to definitive documentation, closing conditions, and regulatory approvals.
• Fees: No finders' fees were paid in connection with the financing.

Notable Quotes

• None provided in the text.